Common use of PURCHASER’S ACKNOWLEDGMENTS Clause in Contracts

PURCHASER’S ACKNOWLEDGMENTS. The Purchaser acknowledges that: (a) This Contract contains all the terms and conditions of the sale of the property by the Vendor to the Purchaser; (b) There are no promises, representations or warranties made by the Vendor or any person on the Vendor's behalf, including without limitation the Vendor's agent, which induced the Purchaser to enter into the Contract; (c) The Vendor's agent, the Vendor's solicitors or any consultant, agent or employee or anyone else acting or purporting to act on behalf of the Vendor does not have any authority in relation to the sale of the property to make any promise, representation or warranty binding on the Vendor which is not included in this Contract; (d) Any such promises, representations or warranties to the extent that they have been made, are hereby expressly negatived and withdrawn; (e) The Purchaser has been given every opportunity to inspect the property and has done so. The Purchaser has agreed to purchase on the basis of all defects and impediments that are or might exist in respect of it; (f) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled to terminate this Contract or delay settlement or made any claim for compensation or damages because of the existence of any encroachments affecting the land; (g) The property is purchased subject to the existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to comply with or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the Purchaser subject to the existence of any contamination, contaminant, waste, environmental harm (Material, serious or otherwise), environmental nuisance and asbestos; and (i) The property has been purchased at the price agreed on the basis of existing amenities and as a result of the Purchaser's own inspections and enquiries.

PURCHASER’S ACKNOWLEDGMENTS. The Exclusivity of Representations and Warranties. Each of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each of the Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that: (a) This Contract contains all that it and its representatives have been permitted such access to the terms books and conditions records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the sale Sellers, to discuss the conduct of business related to the Assets. Each of the property Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate of any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Vendor to Joint Administrators, the Purchaser; (b) There are no promises, representations or warranties made by the Vendor French Liquidator or any person on the Vendor's behalfof their firms, including without limitation the Vendor's agentpartners, which induced the Purchaser employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the Contract; (c) The Vendor's agentrepresentations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Vendor's solicitors Sellers, or any consultantemployee, agent officer, director, accountant, financial, legal or employee or anyone else acting or purporting to act on behalf other representative of the Vendor does not have Sellers, or any authority in relation Affiliate of any such Person has made any representation or warranty, express or implied, as to the sale of the property to make Assets (including any promise, implied representation or warranty binding on the Vendor which is not included in this Contract; (d) Any such promises, representations or warranties as to the extent condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing that they have been madethe Sellers, are hereby expressly negatived and withdrawn; (e) The Purchaser has been given every opportunity to inspect the property and has done so. The Purchaser has agreed to purchase on the basis of all defects and impediments that are or might exist in respect of it; (f) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled to terminate this Contract or delay settlement any other Person furnished or made any claim for compensation or damages because of the existence of any encroachments affecting the land; (g) The property is purchased subject available to the existence Parent or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property Purchaser or theirits representatives (including any conditions attaching to them) including any failure to comply with projections, estimates, budgets, offering memoranda, management presentations or obtain any such approvalsdue diligence materials); none of the Sellers, consentsthe Joint Administrators, permits, certificates and licences (the French Liquidator or any conditions attaching other Person shall have or be subject to them); (h) The property is purchased by any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the Purchaser, or the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and the enforceability of this Agreement against the Sellers is subject to entry of the existence U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality of any contaminationthe foregoing, contaminantEACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, waste, environmental harm EXCEPT AS EXPRESSLY PROVIDED HEREIN (Material, serious or otherwiseINCLUDING IN ANNEX I), environmental nuisance and asbestos; and (i) The property has been purchased at the price agreed on the basis of existing amenities and as a result of the Purchaser's own inspections and enquiriesTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTS.

PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees with the Company (which acknowledgements and agreements shall survive the Closing) that: (a) This Contract contains The Company has not established any minimum or maximum number of Units which may be issued and accordingly, the Purchaser may be the only purchaser for Units or may be one or more of several such purchasers. (b) No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities, and there is no government or other insurance covering the Securities. (c) The Warrants are not transferable without the prior written consent of the Company. (d) The Units are being offered for sale only on a "private placement" basis. (e) In purchasing the Units, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, the decision to purchase the Units was made on the basis of the Company’s publicly available documents, as filed on SEDAR available at xxx.xxxxx.xxx (the “Public Record”) and the decision to acquire the Warrant Shares (issuable upon the exercise of the Warrants) will also be made on the basis of the Public Record. (f) The representations, warranties, covenants and acknowledgements of the Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser hereunder, if any, are made by the Purchaser with the intent that they may be relied upon by the Company, and its respective professional advisors in determining the Purchaser's eligibility to purchase the Units. The Purchaser further agrees that by accepting the Shares and Warrants the Purchaser shall be representing and warranting that the representations, warranties, covenants and acknowledgements made by the Purchaser in this Subscription Agreement are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that they shall survive the purchase by the Purchaser of the Units and any Warrant Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Shares, the Warrants or the Warrant Shares. The Purchaser hereby agrees to indemnify and save harmless the Company, and its respective directors, officers, employees, advisors, affiliates, shareholders and agents, and its respective counsel, against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, or any breach or misrepresentation by the terms Purchaser of, any such representations, warranties, covenants or acknowledgements. The Purchaser undertakes to immediately notify the Company of any change in any statement or other information relating to the Purchaser set forth herein that takes place prior to the Closing. (g) The sale and conditions delivery of the Units to the Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and deliver an offering memorandum or similar document under any applicable statute relating to the sale of the property Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or preparing and delivering an offering memorandum or similar document. (h) The Purchaser acknowledges and consents to the fact that the Company is collecting the Purchaser's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the purpose of completing this Subscription Agreement. The Purchaser acknowledges and consents to the Company retaining such personal information for as long as permitted or required by law or business practices. The Purchaser further acknowledges and consents to the fact that the Company may be required by the Vendor Securities Laws, or the rules and policies of any stock exchange to provide regulatory authorities or stock exchanges with any personal information provided by the Purchaser in this Subscription Agreement. The Purchaser represents and warrants that it has the authority to provide the consents and acknowledgements set out in this section. In addition to the foregoing, the Purchaser acknowledges and agrees that the Company may use and disclose the Purchaser's personal information, and consents thereto, as follows: (i) for internal use with respect to managing the relationships between and contractual obligations of the Company and the Purchaser; (bii) There are no promises, representations or warranties made by the Vendor or any person on the Vendor's behalffor use and disclosure for income tax related purposes, including without limitation limitation, where required by law, disclosure to the Vendor's agent, which induced the Purchaser to enter into the ContractCanada Revenue Agency; (ciii) The Vendor's agent, the Vendor's solicitors disclosure to stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or any consultant, agent or employee or anyone else acting or purporting to act on behalf acceptance for filing of the Vendor does not have any authority in relation Offering, reports of trades and similar stock exchange or regulatory filings including, without limiting the generality of the foregoing, disclosure to the sale Exchange pursuant to the Notice of Private Placement Form (Exchange Form 11) to be filed by the Company in respect of the property to make any promise, representation or warranty binding on the Vendor which is not included in this ContractOffering; (div) Any disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such promises, representations or warranties disclosure and where there is no reasonable alternative to the extent that they have been made, are hereby expressly negatived and withdrawnsuch disclosure; (ev) disclosure to professional advisers of the Company in connection with the performance of their professional services; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) for use and disclosure as otherwise required or permitted by law. Furthermore, the Purchaser is hereby notified that: (i) the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser, including such Purchaser's full name, residential address and telephone number, the number of Units purchased by the Purchaser and the total purchase price paid for such Units, the prospectus exemption relied on by the Company and the date of distribution of the Units, (ii) such information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation, (iii) such information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario, and (iv) the Purchaser may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission's indirect collection of such information at the following address and telephone number: Administrative Support Clerk Ontario Securities Commission Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx, X0X 0X0 Telephone: (000) 000-0000 (i) The Purchaser has been given every opportunity advised to inspect consult the property Purchaser's own independent tax, financial, investment, legal and other professional advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and the Purchaser is solely responsible, and the Company is not in any way responsible, for compliance with applicable resale restrictions, and the Purchaser further acknowledges that the Company's legal counsel are acting solely as counsel to the Company and not as counsel to the Purchaser, and the Purchaser has done so. not relied on the Company or its legal counsel in any manner in connection with the Purchaser’s purchase of the Securities. (j) The Purchaser is aware of the characteristics of the Securities and the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of loss of his, her or its entire investment in the Securities. (k) The Purchaser has agreed such knowledge in financial and business affairs as to purchase on be capable of evaluating the basis merits and risks of all defects and impediments that are or might exist the Purchaser's proposed investment in respect of it;the Securities. (fl) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled Each person exercising a Warrant will be required to terminate this Contract or delay settlement or made any claim for compensation or damages because of the existence of any encroachments affecting the land; (g) The property is purchased subject to the existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to comply with or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the Purchaser subject to the existence of any contamination, contaminant, waste, environmental harm (Material, serious or otherwise), environmental nuisance and asbestos; andgive: (i) written certification that such person is not a U.S. Person and that the Warrant is not being exercised on behalf of a U.S. Person; or (ii) a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder. (m) The property has been purchased at Purchaser is aware that (i) the price agreed Company may complete additional financings in the future in order to develop the Company's business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the basis Company's securityholders, including the Purchaser, and (iv) if such future financings are not available, the Company may be unable to fund its on-going development and the lack of existing amenities and as a capital resources may result in the failure of the PurchaserCompany's own inspections business. (n) The Purchaser is aware that under the rules of the U.S. Securities and enquiriesExchange Commission, beneficial owners of 5% or more of the voting securities of the Company are required to file reports under Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the securities beneficially held by them.

PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees with the Company (which acknowledgements and agreements shall survive the Closing) that: (a) This Contract contains all The Company has not established any minimum or maximum number of Units which may be issued and accordingly, the terms Purchaser may be the only purchaser for Units or may be one or more of several such purchasers. (b) No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities, and conditions there is no government or other insurance covering the Securities. (c) The Company intends to pay Octagon a fee in respect of the sale of Shares and Warrants to the property Purchaser. (d) The Warrants are not transferable without the prior written consent of the Company. (e) The Units are being offered for sale only on a "private placement" basis. (f) In purchasing the Units, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, the decision to purchase the Units was made on the basis of the Company’s publicly available documents, as filed on SEDAR available at xxx.xxxxx.xxx (the “Public Record”) and the decision to acquire the Warrant Shares (issuable upon the exercise of the Warrants) will also be made on the basis of the Public Record. (g) The representations, warranties, covenants and acknowledgements of the Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Vendor Purchaser hereunder, if any, are made by the Purchaser with the intent that they may be relied upon by the Company, and its respective professional advisors in determining the Purchaser's eligibility to purchase the Units. The Purchaser further agrees that by accepting the Shares and Warrants the Purchaser shall be representing and warranting that the representations, warranties, covenants and acknowledgements made by the Purchaser in this Subscription Agreement are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that they shall survive the purchase by the Purchaser of the Units and any Warrant Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Shares, the Warrants or the Warrant Shares. The Purchaser hereby agrees to indemnify and save harmless the Company, and its respective directors, officers, employees, advisors, affiliates, shareholders and agents, and its respective counsel, against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, or any breach or misrepresentation by the Purchaser of, any such representations, warranties, covenants or acknowledgements. The Purchaser undertakes to immediately notify the Company of any change in any statement or other information relating to the Purchaser set forth herein that takes place prior to the Closing. (h) The sale and delivery of the Units to the Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and deliver an offering memorandum or similar document under any applicable statute relating to the sale of the Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or preparing and delivering an offering memorandum or similar document. (i) If the Purchaser is resident in the United States or a U.S. Person, the Purchaser also represents, warrants and covenants to the Company that: (i) the Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D under the 1933 Act for the reason that one of the categories set forth in Schedule A attached hereto correctly and in all respects describes the Purchaser or fits within another of the categories of exempt purchaser specified in Schedule A, and the Purchaser has so indicated by checking the box opposite such category in Schedule A; (ii) it is acquiring the Units for its own account and not with a view to any resale, distribution or other disposition of the Securities in violation of U.S. federal or applicable state securities laws; and (iii) the Purchaser understands that if it decides to offer, sell, or otherwise transfer any of the Securities , such Securities may be transferred only: (A) to the Company (B) outside the United States in accordance with Regulation S, or (C) within the United States in accordance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities Laws; (j) The Purchaser acknowledges and consents to the fact that the Company is collecting the Purchaser's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the purpose of completing this Subscription Agreement. The Purchaser acknowledges and consents to the Company retaining such personal information for as long as permitted or required by law or business practices. The Purchaser further acknowledges and consents to the fact that the Company may be required by the Securities Laws, or the rules and policies of any stock exchange to provide regulatory authorities or stock exchanges with any personal information provided by the Purchaser in this Subscription Agreement. The Purchaser represents and warrants that it has the authority to provide the consents and acknowledgements set out in this section. In addition to the foregoing, the Purchaser acknowledges and agrees that the Company may use and disclose the Purchaser's personal information, and consents thereto, as follows: (i) for internal use with respect to managing the relationships between and contractual obligations of the Company and the Purchaser; (bii) There are no promises, representations or warranties made by the Vendor or any person on the Vendor's behalffor use and disclosure for income tax related purposes, including without limitation limitation, where required by law, disclosure to the Vendor's agent, which induced the Purchaser to enter into the ContractCanada Revenue Agency; (ciii) The Vendor's agent, the Vendor's solicitors disclosure to stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or any consultant, agent or employee or anyone else acting or purporting to act on behalf acceptance for filing of the Vendor does not have any authority in relation Offering, reports of trades and similar stock exchange or regulatory filings including, without limiting the generality of the foregoing, disclosure to the sale Exchange pursuant to the Notice of Private Placement Form (Exchange Form 11) to be filed by the Company in respect of the property to make any promise, representation or warranty binding on the Vendor which is not included in this ContractOffering; (div) Any disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such promises, representations or warranties disclosure and where there is no reasonable alternative to the extent that they have been made, are hereby expressly negatived and withdrawnsuch disclosure; (ev) disclosure to professional advisers of the Company in connection with the performance of their professional services; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) for use and disclosure as otherwise required or permitted by law. Furthermore, the Purchaser is hereby notified that: (i) the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser, including such Purchaser's full name, residential address and telephone number, the number of Units purchased by the Purchaser and the total purchase price paid for such Units, the prospectus exemption relied on by the Company and the date of distribution of the Units, (ii) such information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation, (iii) such information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario, and (iv) the Purchaser may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission's indirect collection of such information at the following address and telephone number: Administrative Support Clerk Ontario Securities Commission Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx, X0X 0X0 Telephone: (000) 000-0000 (k) The Purchaser has been given every opportunity advised to inspect consult the property Purchaser's own independent tax, financial, investment, legal and other professional advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and the Purchaser is solely responsible, and the Company is not in any way responsible, for compliance with applicable resale restrictions, and the Purchaser further acknowledges that the Company's legal counsel are acting solely as counsel to the Company and not as counsel to the Purchaser, and the Purchaser has done so. not relied on the Company or its legal counsel in any manner in connection with the Purchaser’s purchase of the Securities. (l) The Purchaser is aware of the characteristics of the Securities and the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of loss of his, her or its entire investment in the Securities. (m) The Purchaser has agreed such knowledge in financial and business affairs as to purchase on be capable of evaluating the basis merits and risks of all defects and impediments that are or might exist the Purchaser's proposed investment in respect of it;the Securities. (fn) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled In order to terminate this Contract or delay settlement or made any claim for compensation or damages because of the existence of any encroachments affecting the land; (g) The property is purchased subject to the existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to comply with or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the Purchaser subject to the existence of any contamination, contaminant, waste, environmental harm (Material, serious or otherwise), environmental nuisance and asbestos; andexercise a Warrant: (i) each person exercising a Warrant will be required to give written certification that such person is not a U.S. Person and that the Warrant is not being exercised on behalf of a U.S. Person; or (ii) the Company must obtain a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder. (o) The property has been purchased at Purchaser is aware that (i) the price agreed Company may complete additional financings in the future in order to develop the Company's business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the basis Company's securityholders, including the Purchaser, and (iv) if such future financings are not available, the Company may be unable to fund its on-going development and the lack of existing amenities and as a capital resources may result in the failure of the PurchaserCompany's own inspections business. (p) The Purchaser is aware that under the rules of the U.S. Securities and enquiriesExchange Commission, beneficial owners of 5% or more of the voting securities of the Company are required to file reports under Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the securities beneficially held by them.

PURCHASER’S ACKNOWLEDGMENTS. 10.1 The Body Corporate shall not do anything which shall be in contravention of the Association’s Memorandum of Incorporation or its Rules and the Body Corporate, once formed, shall be required to give the Association an undertaking to this effect. 10.2 The Purchaser shall not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 10.2.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach); 10.2.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association. 10.3 The Purchaser acknowledges that: (a) This Contract contains all that in the terms and conditions event of the sale Purchaser disposing of the property Property or in the event of the Purchaser being an artificial person, such as a close corporation, company or trust and the member’s interest, shares or beneficial interest (as the case may be), being disposed, of privately, (i.e. without the assistance of an estate agent), or in the event of the Purchaser letting the Property, then in that event, the Purchaser acknowledges that it shall be responsible for payment of an administration fee charged by the Vendor Association in consideration for attending to the Purchaser; (b) There are no promises, representations or warranties made its formalities in this regard. The aforesaid administration fee charged by the Vendor Association shall be in the sole discretion of the Association. 10.4 In order to maintain high standards and with a view to ensuring an attractive and harmonious development within the Estate, any building or other structure to be erected on the Land or any person alterations or extensions to be effected to any building or structure on the Vendor's behalfLand, including without limitation the Vendor's agentshall be done strictly in accordance with building plans which have been submitted to and approved in writing by, which induced the Purchaser to enter into the Contract; (c) The Vendor's agentinter alia, the Vendor's solicitors or Association and the local and/or any consultant, agent or employee or anyone else acting or purporting to act on behalf of other competent authority and no work whatsoever shall commence until such time as the Vendor does not have any authority in relation to the sale of the property to make any promise, representation or warranty binding on the Vendor which is not included in this Contract; (d) Any such promises, representations or warranties to the extent that they relevant approvals have been made, are hereby expressly negatived and withdrawn; (e) The Purchaser has been given every opportunity to inspect the property and has done soobtained. The Purchaser has agreed to purchase on the basis of all defects and impediments acknowledges that are or might exist in respect of it; (f) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser he is not entitled to terminate this Contract or delay settlement or made any claim for compensation or damages because aware of the existence Association’s various requirements in this regard (including the Association’s Development and Architectural Controls). It is recorded that the aforesaid permission shall be required in addition to the permission of the Body Corporate, in terms of the Act and the local authority. 10.5 In no way detracting from the generality of any encroachments affecting other provision in this Agreement, it is specifically recorded that the land; (g) The property is purchased subject to the existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to Purchaser shall at all times comply with or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the provisions of the Environmental Management Plan. In the event of the Purchaser subject breaching the provisions of this clause 10.4, then in that event, the Seller shall be entitled, (without prejudice to any rights the existence Seller may have in terms of any contamination, contaminant, waste, environmental harm (Material, serious this Agreement or otherwiseat Law), environmental nuisance and asbestos; and (i) The property has been purchased at claim from the price agreed on Purchaser all damages, including consequential damages, the basis of existing amenities and Seller may suffer as a result of the Purchaser’s breach of the provisions of this clause. In addition, should the Purchaser breach the conditions of the Environmental Management Plan, he shall be liable for a fine imposed by the Association, in its sole and absolute discretion, in an amount as determined by the Association from time to time. 10.6 The Purchaser acknowledges that the common property of the Scheme may not be landscaped save in accordance with the Association’s Rules and requirements. 10.7 No Section shall be used exclusively for the purposes of servant’s quarters. It is recorded that this provision will be incorporated into the Rules of the Body Corporate on the opening of the Sectional Title Register of the Scheme. 10.8 The Purchaser acknowledges that the Association may require some (or all) functions and powers of the Body Corporate of the Scheme to be assigned to the Association and by his signature hereto, appoints the Chairman of the Association from time to time, irrevocably and in rem suam, as his attorney and agent to call and attend any meeting of the Body Corporate of the Scheme required to vote in favour of such assignment. 10.9 When selling the Property, the Purchaser shall ensure that the agreement makes provision for the requirements contained in clauses 10.2 and 10.8 above. 10.10 The Purchaser shall not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association. 10.11 In no way detracting from the generality of any other provision of this Agreement it is recorded that the design and layout of the Estate may vary as the Estate is developed and the Developer shall in no way be bound to its current plans for the design and layout of the Estate. 10.12 The Developer shall endeavour to procure the installation of the necessary infrastructure required in order to provide permanent connectivity to the Property for internet browsing and email access as well as a DSTV signal. It is further recorded that the Association shall then enter into an agreement with the party who shall install and operate the aforesaid infrastructure in respect of the rental of such infrastructure. Such infrastructure rental shall be compulsory for all members of the Association and shall be collected by the Association as part of its monthly levy payable to it. 10.13 It is recorded that the Ethekwini Municipality requires the discharge and treatment of sewerage and effluent emanating from the Estate to be dealt with privately. In this regard, the Association shall enter into agreement with the Ethekwini Municipality on such terms and conditions as the directors of the Association deem fit, in order to deal with the efficient discharge and treatment of sewerage and effluent. Such agreement shall include, inter alia, a guarantee by the Association in favour of the Ethekwini Municipality, for the obligations imposed on the Association in respect of the discharge and treatment of sewerage and effluent emanating from the Estate. The costs of discharging and treating the sewerage and effluent emanating from the Estate in terms of the agreement contemplated above, shall be met by the Association from the monthly levy payable to it by its members. 10.14 It is recorded that the Association shall be the supplier of electricity to properties within the Estate (including the Property). The cost of such electricity shall not exceed that payable by other owners of private properties in the area who receive supply of electricity from the local authority. It is recorded that the aforesaid electricity shall be supplied on a prepaid system. 10.15 The Purchaser shall not, sell, assign, cede or dispose of the Purchaser's own inspections and enquiriesrights under this Agreement.

PURCHASER’S ACKNOWLEDGMENTS. The (a) Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, Purchaser has conducted its own independent review, analysis and investigations of the Business, the Acquired Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents, as it deems necessary and appropriate in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby. (b) Purchaser acknowledges and agrees that: (ai) This Contract contains all except for the terms representations and conditions warranties expressly set forth in Article IV, Purchaser has not relied on any representation or warranty from Sellers or any Affiliate of any such Person or any employee, officer, director, accountant, financial, legal or other representative of Sellers, in determining whether to enter into this Agreement and none of Sellers or any other Person (including any officer, director, member or partner of any Seller or its Affiliates) shall have or be subject to any liability to Purchaser, or any other Person, resulting from Purchaser’s use of any information, documents or materials made available to Purchaser in any “data rooms”, management presentations, due diligence or in any other form in expectation of the sale of transactions contemplated by this Agreement or the property by the Vendor to the Purchaserother Transaction Documents; (bii) There are no promisesexcept for the representations and warranties expressly set forth in Article IV, representations or warranties made by the Vendor none of Sellers or any person on employee, officer, director, accountant, financial, legal or other representative of Sellers, has made or will be deemed to have made any representation or warranty, statutory, express or implied, written or oral, at Law or in equity, as to the Vendor's behalfBusiness (or the value or future thereof, including with respect to pro forma financial information, financial projections or other forward-looking statements of Sellers), the Acquired Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Acquired Assets, the Assumed Liabilities or any Affiliate of any such Person or the accuracy or completeness of any information regarding any of the foregoing that Sellers or any other Person furnished or made available to Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials)), Sellers’ operations, assets, stock, Liabilities or prospects, or the transactions contemplated by this Agreement or the Transaction Documents, and Purchaser will make no claim with respect thereto; (iii) except for the representations and warranties expressly set forth in Article IV, and subject to the terms of the Bankruptcy Consents, Purchaser or any Designated Purchaser shall acquire the Acquired Assets on an “as is” and “where is” basis without limitation any warranty whatsoever, legal or conventional, at Purchaser’s own risk; (iv) the Vendor's agentenforceability of this Agreement against Sellers is subject to receipt of the Bankruptcy Consents; and (v) notwithstanding anything to the contrary contained herein, which induced Purchaser’s obligations to consummate the Purchaser to enter into transactions contemplated by this Agreement or other Transaction Documents are not conditioned or contingent in any way upon the Contract;receipt of financing from any Person. (c) The Vendor's agentEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN Article IV, the Vendor's solicitors or any consultantPURCHASER ACKNOWLEDGES THAT SELLERS HAVE NOT GIVEN AND WILL NOT BE DEEMED TO HAVE GIVEN ANY OTHER REPRESENTATIONS OR WARRANTIES, agent or employee or anyone else acting or purporting to act on behalf of the Vendor does not have any authority in relation to the sale of the property to make any promiseSTATUTORY, representation or warranty binding on the Vendor which is not included in this Contract; EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY AND ALL CONDITIONS, WARRANTIES OR REPRESENTATIONS EXPRESSED OR IMPLIED PURSUANT TO THE SALE OF GOODS ACT (d) Any such promises, representations or warranties to the extent that they have been made, are hereby expressly negatived and withdrawn; (e) The Purchaser has been given every opportunity to inspect the property and has done so. The Purchaser has agreed to purchase on the basis of all defects and impediments that are or might exist in respect of it; (f) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled to terminate this Contract or delay settlement or made any claim for compensation or damages because of the existence of any encroachments affecting the land; (g) The property is purchased subject to the existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to comply with or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the Purchaser subject to the existence of any contamination, contaminant, waste, environmental harm (Material, serious or otherwiseONTARIO), environmental nuisance and asbestos; and (i) The property has been purchased at the price agreed on the basis of existing amenities and as a result of the Purchaser's own inspections and enquiriesTHE CIVIL CODE OF QUÉBEC OR SIMILAR LEGISLATION DO NOT APPLY HERETO AND ARE HEREBY WAIVED BY PURCHASER.

PURCHASER’S ACKNOWLEDGMENTS. The 9.1 Purchaser acknowledges and agrees that: (a) This Contract contains all by purchasing the terms Shares, it will assume control over and conditions ownership of the sale Undertaking and the Assets on an “as is, where is” basis on the Closing Date, and it is purchasing the Shares based entirely on its own inspections of the property by the Vendor to the PurchaserUndertaking; (b) There any forecasts or projections included in any due diligence or similar materials are no promises, representations or warranties made not to be viewed as facts and that actual results achieved by the Vendor Subsidiaries or either of them during the period or periods covered by any person on the Vendor's behalf, including without limitation the Vendor's agent, which induced the Purchaser to enter into the Contract;such forecasts or projections may vary materially from those contained in such forecasts or projections; and (c) The Vendor's agent, the Vendor's solicitors neither Receiver nor any of its affiliates or representatives nor any other person will have or be subject to any liability to Purchaser or any consultantother person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, agent any information or employee documents provided to Purchaser or anyone else acting or purporting its representatives pursuant to act Purchaser’s investigation of the Undertaking, including any confidential memoranda distributed on behalf of Receiver relating to the Vendor does not have any authority Shares, the Subsidiaries or the Assets or other publications or data room information provided to Purchaser or its representatives in relation to connection with the sale of the property to make any promiseShares and the transactions contemplated hereby. Without limiting the generality of the foregoing, representation or warranty binding on the Vendor which Purchaser acknowledges that Receiver is not included responsible for any defects relating to any of the Assets, whether or not latent, which may exist as of the Closing Date. 9.2 Purchaser acknowledges that Xxxxx Xxxxxxxx Limited is entering into this Agreement in this Contract; (d) Any such promisesits capacity as court appointed interim receiver and receiver and manager of the assets and undertaking of EGC Holdings and the Subsidiaries and not in its personal capacity, and that Purchaser will have recourse under or in connection with the terms, conditions, covenants, representations and warranties under this Agreement only against the Receiver in its capacity as such and with any obligations or warranties to the extent that they have been made, are hereby expressly negatived and withdrawn; (e) The Purchaser has been given every opportunity to inspect the property and has done so. The Purchaser has agreed to purchase on the basis of all defects and impediments that are or might exist in respect of it; (f) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled to terminate this Contract or delay settlement or made any claim for compensation or damages because liabilities of the existence Receiver hereunder to be satisfied solely from the assets of any encroachments affecting EGC Holdings and the land; (g) The property is purchased Subsidiaries and other assets subject to the existence or otherwise of approvalsReceivership Order, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to comply with or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the Purchaser subject to will have no recourse against Xxxxx Xxxxxxxx Limited in its personal capacity, nor any of Xxxxx Xxxxxxxx Limited’s officers, directors, agents, or employees, under or in connection with the existence of any contaminationterms, contaminantconditions, wastecovenants, environmental harm (Material, serious or otherwise), environmental nuisance representations and asbestos; and (i) The property has been purchased at the price agreed on the basis of existing amenities and as a result of the Purchaser's own inspections and enquirieswarranties under this Agreement.